SUB-LICENSE AGREEMENT (HERE)

Additional Content means Data indicated as additional content and selected in the License Supplement and, if the Sub-licensor has selected all Additional Content, includes any other such Data, subject to applicable fees, that (i) HERE identifies in the RPB as Additional Content or otherwise notifies in writing; or (ii) other such content identified and made generally available as Additional Content by HERE to its customers for commercial use.
Agreement means the Sub-license agreement concluded between Sub-licensor and Sub-licensee.
ASP Deployment means a server application or web service hosted by a service provider (either Sub-licensor or Sub-licensee) that is accessed by End-User customers via a secure access over the Internet or an extranet.
Base Map Data means, as it relates to any particular country, the Entry Map, Intermediate Map or HERE Map as and when generally made available by HERE for such country or portion thereof, as further described in applicable standard product documentation provided by HERE.
Competitor means any person or entity engaged in the business of developing, marketing or supporting products the same or similar to the Licensed Products including without limitation Google, Tom Tom, Mapbox, Open Street Maps, Inrix, BMW, Daimler, Volkswagen, Audi and any affiliates, successors and assigns of the foregoing.
Data means the Base Map Data and Additional Content set out in the License Supplement.
Distributor means a party which distributes the MAM Application for Sub-licensor. A distributor shall not be a Competitor.
End-User means any entity or person who receives or uses a copy of all or any portion of the Data for personal use in MAM Application with no right to sublicense the same.
End-User Deployment means MAM Application hosted internally by an End-User that is accessed only by the End-User.
Entry Map means the non-navigable geographic map data as released by HERE in standard HERE formats for use with the Application for (i) countries for which a HERE Map is not available; or (ii) countries for which a HERE Map is available for only a portion of the country and for which HERE has released such non-navigable geographic map data for other portions of such country.
HERE means HERE EUROPE B.V., with its registered seat at Kennedyplein 222, 5611 ZT Eindhoven, the Netherlands or HERE North America, LLC, with its registered seat at 425 W. Randolph, Chicago, IL 60606-1530, U.S.A.
HERE Map means non-navigable or navigable geographic map data for all or any portion of a country for which HERE has completed HERE specification and verification procedures.
Intellectual Property Rights mean all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
Intermediate Map means non-navigable or navigable geographic map data licensed by HERE from a third party which HERE has converted into standard HERE formats and generally released for commercial use prior to HERE’s completion of its standard field verification procedures for a country for which a HERE Map is not yet available.
License Supplement means a document entitled “License Supplement” signed by HERE and Sub-licensor.
Inspection means the inspection as set out in Clause 15.8.3.
Mobile Asset means a person (including an End-User), animal, device, cargo, means of transportation, vehicle, or any other mobile object.
Mobile Asset Management (MAM) Application means “Sygic Maps”, an application that uses the Data for purposes of a Permitted Use Case to perform Tracking, Routing and Optimization by a central dispatcher or similar function of mobile assets but not unmanned aerial vehicles (such as drones).
Optimization means calculating the order of destinations, waypoints and/or the routes thereto for a Mobile asset, based on availability, position and/or routing of at least one other Mobile asset.
Permitted Use Case means any of the use cases for which MAM Application may be used; i.e. Mobile Asset Management Tracking Application, Mobile Asset Management Routing Application and Mobile Asset Management Optimization Application for End-User Deployment and Mobile Asset Management Tracking Application, Mobile Asset Management Routing Application and Mobile Asset Management Optimization Application for ASP Deployment.
Routing means calculating the order of destinations, way points or the routes thereto, not taking into account the availability, position or routing of other assets, the results thereto of which are provided in the form of textual navigation instructions.
RPB means the latest HERE’s reseller price book, if any, as provided by HERE to customer.
Sub-license means a sub-license granted herein by the Sub-licensor to the Sub-licensee.
Sub-licensee means a person to whom a sub-licence to use Data (as a part of MAM Application) or any other product or service has been granted. For the avoidance of doubts, the term Sub-licensee may include Distributor, End-User and/or Value Added Reseller.
Sub-licensor means Sygic a.s., with its registered seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava - mestská časť Ružinov, Slovak Republic, Company ID-No.: 35 892 030.
Tracking means locating a Mobile Asset, (reverse) geocoding the location of a Mobile Asset, displaying location of a Mobile Asset on a map, or registering or viewing historical movement of a Mobile Asset.
Update means the updated version of Data, which HERE makes available.
Value Added Reseller means a party that uses the MAM Application for incorporation into another application or solution, which will be provided to Distributors and/or End-Users. A Value Added Reseller shall not be a Competitor.

2
The rights and obligations of Sub-licensee related to the use of Data shall be governed by the below specified provisions and Sub-licensee accepts and agrees to be bound by them by conclusion of Agreement with Sub-licensor.

3
End-User may use Data only for its own internal business or personal use and not for resale, distribution, sublicense or commercial use.

4
Sub-licensee acknowledges that Data are confidential information that may not be disclosed to third parties. This is without prejudice to the rights that a Value Added Reseller or a Distributor will have.

5
Sub-licensee may not copy Data without an express authorisation provided by Sub-licensor.

6
Sub-licensee is prohibited to remove or obscure of any copyright, trademark notice, or restrictive legend.

7
To the extent permitted by applicable law, the covenants and obligations undertaken by Sub-licensee herein are intended for the direct benefit of HERE and may be enforced by HERE directly against Sub-licensee.

8
Neither HERE nor its suppliers shall be liable to Sub-licensee, for any incidental, consequential, special, indirect or exemplary damages arising out of or connected with the use of Data, including lost profits or costs of cover, loss of use or business interruption or the like, regardless of whether Sub-licensee were advised of the possibility of such damages.

9
Notwithstanding anything to the contrary contained herein, Sub-licensee agrees that HERE or its suppliers shall have no monetary liability to Sub-licensee for any cause (regardless of the form of action) under, relating or connected with the use of Data.

10
Sub-licensee may not use Data to provide competitive information about Sub-licensor or HERE or its products to third parties.

11
Sub-licensee may not use Data for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.

12
If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Data.

13
Sub-licensee shall not export from anywhere any part of the Data or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations, including but not limited to the laws, rules and regulations administered by the Office of Foreign Assets Control of the U.S. Department of Commerce and the Bureau of Industry and Security of the U.S. Department of Commerce (“Export Control”).

14
Sub-licensee agrees not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

15
Except where Sub-licensee has been specifically licensed to do so by the Sub-licensor, and without limiting the preceding paragraph, Sub-licensee may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, tablets, smart watches or other wearable, palmtop and handheld computers, pagers, and personal digital assistants.

15.1
Grant of Sub-license
15.1.1
Sub-licensee shall be granted a non-exclusive, non-transferable, revocable and territorially unlimited “as is” Sub-license to use the Data for the term and in consideration for paying the fees as specified in the Sygic Maps Specification that forms a part of Appendix 1 of the Agreement for Sygic Maps.
15.1.2
The provision contained herein contains the full and complete grant of rights in respect of the Data and any other use of the Data other than expressly permitted herein is strictly prohibited.

15.2
Updates
15.2.1
Sub-licensor shall deliver updates to Sub-licensee in a format generally available from HERE in accordance with an update cycle set out in the License Supplement.
15.2.2
Updates to certain Data such as Additional Content, Entry Maps and Intermediate Maps shall be delivered no more frequently than HERE generally makes such data commercially available to its customers.
15.2.3
Sub-licensee shall always use the latest version of the Data made available by Sub-licensor or HERE.

15.3
Right to discontinue and modify Data
15.3.1
Sub-licensor shall have the right to discontinue any Entry Map or Intermediate Map upon reasonable notice to Sub-licensee.
15.3.2
Sub-licensor reserves the right to modify the Data content specifications, including adding, deleting and re-categorizing data elements. Sub-licensor will provide Sub-licensee with at least a 3-month prior notice of any material adverse modifications to the Data specifications.

15.4
Supplier terms and local regulations
15.4.1
In certain parts of the territory or with respect to certain parts of the Data additional terms may apply and Sub-licensee shall comply with all applicable regulatory and third-party supplier restrictions and obligations (as updated and amended by HERE) as made available at https://legal.here.com/terms/general-content-supplier/terms-and-notices/.
15.4.2
Such web link shall be updated quarterly by HERE and it shall be Sub-licensee’s responsibility to check, review and comply with any updated or amended terms that would apply to the Data licensed hereunder.

15.5
Entry Maps and Intermediate Maps
15.5.1
Intermediate Maps have not been field verified, may not match the HERE Map specification and may not contain features, attributes, or related attribute information that will be made available in the final HERE Map to be released for such country.
15.5.2
Sub-licensee acknowledges that Entry Maps contain limited road network coverage and do not contain navigable attributes.

15.6
General further obligations of Sub-licensee
15.6.1
Any use of Data by Sub-licensee shall be in accordance with all applicable laws and regulations (including on data protection).
15.6.2
Without prejudice to other restrictions herein Sub-licensee shall not make any modifications, adaptations, or alterations of or to the Data (collectively “Modifications”) or associate or add any data to or in combination with the Data (collectively “Additions”), without Sub-licensor’s prior written approval, except that Sub-licensee may (i) reformat or recompile the Data for use in MAM Application, (ii) add or associate features or attributes to the Data of a type not already included within the HERE Data Attribute Overview (a document provided by HERE from time to time), and (iii) append to the Data geographic data of third parties for any country for which HERE has less than 20% prime city coverage (as defined in the said Attribute Overview).
15.6.3
Notwithstanding subsection above but without prejudice to other restrictions herein, provided that the origin of the third-party content or Sub-licensee content and the Data can reasonably be determined by including correct attribution, Sub-licensee may layer:

Sub-licensee content on top of the HERE map content,

third party content not available from HERE on top of HERE map content,

points of interest, visual content, dynamic content including traffic available from a third party on top of HERE map content,

in non-route guidance permitted applications used for Internal Business Use: on top of HERE map content or imagery, geocodes licensed by Sub-licensee from a third party and routes derived from non-HERE map, and

any third-party content on HERE Entry Map, but

no HERE content on a third-party map except for layering HERE geocodes on non-HERE map for internal business use only.
15.6.4
Notwithstanding anything to the contrary herein, Sub-licensee may not use or combine Data (or any part thereof) with any other content, services or code that may subject the Data (or any part thereof) to any open source or open data licenses (e.g., OSM) or public domain where such licenses or terms would (a) cause the disclosure or distribution of the Data (or any part thereof); (b) result in licensing of the Data (or any part thereof) for the purpose of making derivative works; (c) cause redistribution of the Data (or any part thereof) at no charge, as a condition for use, modification or distribution of such other content, services or code; or (d) otherwise restrict or impact the licensing or other use of the Data (or any part thereof).
15.6.5
Sub-licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, as applicable, of all or any portion of the HERE Data or related services.
15.6.6
Sub-licensee shall not use the Data for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.
15.6.7
Sub-licensee shall not use the Data in connection with any unlawful, unethical, obscene, pornographic, libellous or other inappropriate material.
15.6.8
Sub-licensee acknowledges and agrees that, in certain countries, Sub-licensee shall be responsible for obtaining rights directly from third party RDS-TMC code providers to use the traffic codes in the Data and to deliver to End-Users information, data, applications, products or services in any way derived from or based on such traffic codes.

15.7
End-Users
15.7.1
Before allowing use of MAM Application by an End-User, Sub-licensee (in a position of Distributor or Value Added Reseller) shall require the End-User to accept the terms of a legally binding written agreement containing provisions at least as restrictive as the terms as set out herein.

15.8
Accounting and Inspection
15.8.1
Sub-licensee shall keep, maintain and preserve in its principal place of business during the term of the Agreement with Sub-licensor and for at least three (3) years following the expiration or termination of the Agreement, complete and accurate records and accounts covering all transactions relating to the Agreement, including but not limited to, invoices, inventory records, shipment records, correspondence and all other pertinent records and accounts.
15.8.2
Such records and accounts shall be maintained in accordance with generally accepted accounting procedures and principles and shall be available for Sub-licensor’s inspection. Upon written request, Sub-licensee shall make copies of such records available to Sub-licensor for the purpose of ascertaining the accuracy and correctness of such statements.
15.8.3
Without prejudice to Sub-licensor’s right under clause 15.8.2, Sub-licensor shall be at liberty, upon giving at least thirty (30) days prior written notice to Sub-licensee, to have an independent third party, appointed by Sub-licensor examine the said records and accounts and compliance by Sub-licensee of the terms and conditions herein at any time or times during the term of the Agreement and for three (3) years thereafter, during normal business hours (“Inspection”).
15.8.4
Sub-licensee must give all assistance necessary in connection with Inspection and permit any third party inspectors to take copies of any of those records to the extent necessary to comply with applicable professional standards to keep a record of work performed such as for defense and archiving purposes.
15.8.5
Fees and expenses incurred in connection with Inspection shall be borne by Sub-licensor unless such Inspection reveals that an error of five percent (5%) or more in any sublicense fees payable was made. In such case, Sub-licensee must reimburse Sub-licensor, for the adjusted sublicense fees, as well as the fees and expenses in connection with the Inspection during which such error was discovered.

15.9
Intellectual Property Rights
15.9.1
All Intellectual Property Rights in the Data shall belong to HERE and its licensors and no ownership of any intellectual property rights relating to Data or any other information, material, products or services provided by HERE is not assigned or transferred to Sub-licensor.
15.9.2
Without limiting the foregoing, Sub-licensee acknowledges that the Data are the result of substantial investments and protected by database rights as meant in the European Union Database Directive 96/9/EC, and Sub-licensee acknowledges that the Data may be protected by similar rights in other jurisdictions outside the European Union.
15.9.3
All Intellectual Property Rights in the MAM Application, excluding the Intellectual Property Rights of HERE as set out in clauses 15.9.1 and 15.9.2, shall belong to Sub-licensor.

15.10
Certain countries’ Data
15.10.1
Maps of the People’s Republic of China may only be distributed for use outside of the People’s Republic of China.
15.10.2
Customer may not export or in any way transfer the Data for the Republic of Korea (South Korea) outside of the Republic of Korea (South Korea).

15.11
Protection Against Unauthorized Use
15.11.1
Sub-licensee will use adequate organizational, technological and security measures, including but not limited to any measures used and/or reasonably recommended by Sub-licensor, to prevent piracy and any unauthorized use of or access to the Data.
15.11.2
The Parties acknowledge that it is in their mutual interest to prevent counterfeit and other unauthorized use of the Data and the MAM Application. Sub-licensee shall inform Sub-licensor as soon as reasonably possible of any counterfeit of the Data and the MAM Application of which Sub-licensee become aware.

15.12
Warranties
15.12.1
Sub-licensor and Sub-licensee warrant that they have full capacity and authority and all necessary licenses, permits and consents to enter into and to perform hereunder.
15.12.2
The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.
15.12.3
THE DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU AGREE TO USE IT AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUB-LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY SUB-LICENSOR OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY, AND SUB-LICENSEE IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

15.13
Limitation of Liability
15.13.1
SHOULD SUB-LICENSOR BREACH ANY OBLIGATION IN RESPECT OF A GRANT OF SUB-LICENSE, IT SHALL BE LIABLE FOR THE DAMAGE CAUSED TO SUB-LICENSEE ONLY IF THE DAMAGE HAS BEEN CAUSED BY HIS GROSS NEGLIGENCE.
15.13.2
SUB-LICENSOR’S ENTIRE LIABILITY FOR ALL CLAIMS OR DAMAGES ARISING OUT OF, OR RELATED TO THE GRANT OF SUB-LICENSE, REGARDLESS OF THE FACT WHETHER SUB-LICENSEE ACTS AS A DEFENDANT, A CLAIMANT OR OTHERWISE, SHALL BE LIMITED TO AND SHALL NOT EXCEED (IN THE AGGREGATE FOR ALL CLAIMS, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE) THE AMOUNT PAID TO SUB-LICENSOR FOR DATA UNDER THE CONTRACT FOR SPECIFIC ITEM (E.G. PARTICULAR API KEY OR PARTICULAR ASSET), THAT CAUSED THE DAMAGE OR THAT IS THE SUBJECT MATTER OF, OR IS DIRECTLY RELATED TO, THE CAUSE OF ACTION. THE PARTIES CONFIRM THAT THE AMOUNT REFERRED TO THE IMMEDIATELY PRECEDING SENTENCE REPRESENTS THE AMOUNT OF FORESEEABLE DAMAGES.